THAILAND LAW AND PRACTICE Contributed by: Wongsakrit Khajangson, Panupan Udomsuvannakul, Koraphot Jirachocksubsin and Pitchaya Roongroajsataporn, Chandler Mori Hamad a
the SEC. Updates in 2024–2025 added governance, token holder meeting and advertising standards to strengthen investor protection in ICOs. Challenges to the Tokenisation of Real-World Assets The tokenisation of real-world assets in Thailand is mainly challenged by regulatory classification uncer - tainty and structuring complexity. Market participants must carefully assess whether tokenised interests fall within the scope of digital tokens, securities, or other regulated products, which directly affects approval, disclosure and compliance requirements. Practical issues also arise in ensuring an enforceable linkage between tokens and the underlying assets, particu - larly in relation to custody and investor protection. 10.5 Regulation of Blockchain Asset Trading Platforms The closest concept to a blockchain asset trading platform under Thai law is a “digital asset exchange” under the Digital Assets Decree. A “digital asset exchange” is defined as any centre or network estab - lished for purchasing, selling or exchanging digital assets by means of the matching or finding of parties or the provision of a system or facilities whereby those intending to purchase, sell or exchange digital assets may reach agreements or may be matched. Digital asset exchange operators must apply for per - mission. The MOF would grant this upon the SEC’s recommendation. The appointment of directors and executives of the operator must also be in accordance with the relevant notification, and such appointment will be valid upon approval by the Office of the SEC. The exchanges are obliged to comply with all guide - lines specified by the Office of the SEC, including on source of funds, protection of customers’ assets, pre - vention against electronic theft, KYC measures and a reliable accounting system approved by the SEC. Among other obligations, the operator must segregate the retained customers’ assets from its own assets. Under SEC Notification Re: Rules, Conditions and Procedures for Undertaking a Digital Asset Business (No 11), digital asset exchanges are obliged to set listing rules to prohibit token issuers from listing utility
tokens or certain types of cryptocurrencies that have the following characteristics: • Meme tokens, which have no clear objective or substance or underlying substance, and whose price is based on social media trends. • Fan tokens, which are tokens dependent on the fame of influencers. • NFTs, which are digital creations that declare own - ership or grant rights to an object or another spe - cific right. They are unique and not interchangeable with digital tokens of the same category and type at an equal amount. • Digital tokens that are utilised in a blockchain transaction and issued by digital asset exchanges or related persons. While some types of tokens may be banned from being listed on digital asset exchanges, and the pro - vision of services in relation to such tokens is prohib - ited, the SEC, in 2024, issued exemptions for certain ready-to-use utility tokens by dividing them into two groups and providing specific approaches for each of them as follows. Group 1 Utility Tokens include: • ready-to-use tokens for acquiring goods or ser - vices primarily for consumption, eg, digital vouch - ers/coupons, concert tickets, event passes, airline tickets, and NFTs representing artworks, music or videos granting specific rights to the holders; and • ready-to-use tokens which serve as digital repre - sentations of certificates, such as carbon credits, renewable energy certificates, educational tran - scripts and medical certificates. These tokens are considered non-financial products traded on spe - cific platforms, and market mechanisms determine their value. Group 2 Utility Tokens are designed for financial ser - vices, investment and speculative purposes, similar to money and capital market products. They include tokens for accessing goods and services on distrib - uted ledger technology platforms, exchange tokens for paying fees or receiving discounts on digital asset exchanges, governance tokens for voting rights, and tokens for digital asset services in DeFi or CeFi.
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